In any matter where a dispute has arisen regardless of the
existence of a contract and there seems to be too little prospect
of settlement discussions leading to an amicable settlement, the
parties may well agree to arbitrate their dispute. The agreement
which is formed as evidence of the parties' intention to arbitrate
constitutes the arbitration agreement. It is recommended that the
parties adapt the pre-existing form of TOMAC to their circumstances
and draft an appropriate agreement on A4 size paper.

"ARBITRATION AGREEMENT (sample)

__________20______

It is hereby mutually agreed
between___________________________*1 and
___________________________________*1 for the settlement of any and
all disputes arising out of or in connection with
_________________________________ *2 that :*3

The disputes shall be submitted to the Tokyo Maritime
Arbitration Commission (TOMAC) of The Japan Shipping Exchange, Inc.
for arbitration in Tokyo.*4

The arbitration proceedings and all other related matters shall
be conducted in accordance with the Rules of Maritime Arbitration
of The Japan Shipping Exchange, Inc. (the "TOMAC Rules").

The award given by arbitrators appointed in accordance with the
TOMAC Rules shall be final and binding upon the parties.

Other arbitration agreements, if any, with regard to such
disputes shall become null and void upon the making of this
agreement.

(Note 2.) Write down sufficient information to allow
determination of fundamental issues like the type of contract in
dispute, and where the dispute took place.

(Note 3.) Indicate below the particulars of the agreement to
arbitrate.

(Note 4.) International arbitration is only conducted in
Tokyo.

(Note 5.) All parties should sign the agreement and indicate a
specific address. In the case of a corporate party, a
representative must sign and the name and address of the
corporation should be indicated. It is customary to align the
signatures horizontally one next to another, not vertically, one
over another.

(2) Arbitration Clauses

With the exception of minor variations in the wording during
years in which revisions were made or new versions were introduced,
the clauses presented here have been included in the standard forms
of the JSE. We recommend that parties use these clauses, in their
own voluntarily designed contracts as well.

"Any and all disputes arising out of or in connection with this
Agreement shall be submitted to arbitration held in Tokyo by the
Tokyo Maritime Arbitration Commission of The Japan Shipping
Exchange, Inc. ("TOMAC") in accordance with the Rules of TOMAC and
any amendments thereto, and the award given by the arbitrators
shall be final and binding on both parties."

Any and all disputes arising out of or in connection with this
Agreement shall be submitted to arbitration held in Tokyo by the
Tokyo Maritime Arbitration Commission of The Japan Shipping
Exchange, Inc. ("TOMAC") in accordance with the Rules of TOMAC and
any amendments thereto, and the award given by the arbitrators
shall be final and binding on both parties.